Common use of Trust Account Waiver Acknowledgments Clause in Contracts

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 220,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders s if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective Target Business or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 15,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect of the conversion of their Subunits or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (ii) to redeem Public Shares in connection with purchase Subunits prior to the consummation of a Business Combination, (ii) to Combination in accordance with the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, Plan or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit D and E, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business or obtaining the services of any vendor to have Business”) unless and until such Target Business and/or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that that: (ai) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 61,200,000 (without giving effect to any exercise of or $70,380,000 if the Over-allotment OptionOption is exercised in full) for the benefit of the Public Shareholders public shareholders, and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, that (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.. The Company further agrees that it will use its best efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) such vendor has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $61,200,000 (or $70,380,000 if the Over-allotment Option is exercised in full) for the benefit of the public shareholders, and that (ii) for and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business or obtaining the services of any vendor to have Business”) unless and until such Target Business and/or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that that: (ai) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 76,500,000 (without giving effect to any exercise of or $87,975,000 if the Over-allotment OptionOption is exercised in full) for the benefit of the Public Shareholders Shareholders, and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, that (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company further agrees that it will use its best efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) such vendor has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $76,500,000 (or $87,975,000 if the Over-allotment Option is exercised in full) for the benefit of the Public Shareholders, and that (ii) for and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle, or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 100,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter Documents as described in the Registration Statement, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 201,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 100,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 100,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Ordinary Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account including any monies distributed by the Company to Public Shareholders from the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the forms attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 70,520,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 250,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 175,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts efforts, prior to commencing its due diligence investigation of any prospective Target Business or obtaining obtain the services of any vendor vendor, to have obtain the acknowledgment of such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 50,500,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect of the conversion of their shares or the redemption of their shares if the Company does not consummate a Business Consummation, (ii) to redeem Public purchase Ordinary Shares in connection with prior to the consummation of a Business Combination, (ii) to Combination in accordance with the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, Trust Agreement or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 101,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 100,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 202,350,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter DocumentsMemorandum and Articles of Association, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that that, from and after the date of the Agreement until the consummation of a Business Combination, it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 105,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 127,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 41,400,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public their IPO Shares (as defined below) in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within 15 months from the time period set forth Closing Date (or 18 months from the Closing Date if the Company takes advantage of the 3-month extension (“Extension”) described in the Charter DocumentsProspectus), (iii) to the Public Shareholders in the event they elect to redeem their IPO Shares in connection with the Extension or (iiiiv) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the Ordinary Shares contained in the Public Securities.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 301,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 50,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 125,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 250,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 125,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 102,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 59,150,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation redemption of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 153,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective Target Business or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 72,720,000, for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (ii) to redeem Public purchase Shares in connection with prior to the consummation of a Business Combination, (ii) to Combination in accordance with the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, Trust Agreement or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the applicable form attached hereto as Exhibit B and C, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 101,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the forms attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 277,750,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its reasonable best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 153,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 251,250,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 285,075,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public shareholders in the event they elect to redeem Public Shares in connection with of the consummation redemption of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 255,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 151,500,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 201,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 204,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders s if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 101,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its reasonable best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 101,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 99,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit E and F, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its reasonable best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 153,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 120,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 266,220,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem Public their IPO Shares (as defined below) in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.Combination

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 150,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Class A Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter DocumentsDocuments and the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 $ 150,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its reasonable best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 153,750,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 55,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 110,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 203,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 101,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 156,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 151,500,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the forms attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 153,750,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a "Target Business Business") or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 35,280,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company's plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”"claim") and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its reasonable best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 60,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the redemption of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account including amounts distributed to Public Shareholders (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 240,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business Combination, Combination or amendment to the Company’s Charter relating to pre-Business Combination activity; (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, period; or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it it; or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts efforts, prior to commencing its due diligence investigation of any prospective Target Business or obtaining obtain the services of any vendor vendor, to have obtain the acknowledgment of such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 40,800,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect of the conversion of their shares or the redemption of their shares if the Company does not consummate a Business Consummation, (ii) to redeem Public purchase Ordinary Shares in connection with prior to the consummation of a Business Combination, (ii) to Combination in accordance with the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, Trust Agreement or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 224,400,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders s if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 175,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 152,300,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they vote against a Business Combination and elect to redeem Public Shares in connection with the consummation of a Business Combinationconvert their shares, (ii) to the Public Shareholders if holders of the Company fails to consummate a Business Combination within IPO Shares upon the time period set forth in dissolution and liquidation of the Charter DocumentsTrust Account as part of the Company’s plan of dissolution and liquidation, or (iii) to the Company after or concurrently with the upon consummation of a Business Combination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the redemption of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 198,300,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they vote against a Business Combination and elect to redeem Public Shares in connection with the consummation of a Business Combinationconvert their shares, (ii) to the Public Shareholders if holders of the Company fails to consummate a Business Combination within IPO Shares upon the time period set forth in dissolution and liquidation of the Charter DocumentsTrust Account as part of the Company’s plan of dissolution and liquidation, or (iii) to the Company after or concurrently with the upon consummation of a Business Combination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 285,075,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation redemption of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 252,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 263,610,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 29,760,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit C and D, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 250,750,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Class A Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter DocumentsDocuments and the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (iiv) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (iiv) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective Target Business or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 32,640,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (ii) to redeem Public purchase Ordinary Shares in connection with prior to the consummation of a Business Combination, (ii) to Combination in accordance with the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, Trust Agreement or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit D and E, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 243,600,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 125,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 49,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation redemption of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 111,100,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 30,080,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit C and D, respectively. , 2008

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion taxes payable by us and (x) up to $675,000 of such interest in the event of exercise of the over-allotment option and (ii) up to $420,000 of interest earned on the amounts held in the Trust AccountMaxim Group LLC’s deferred underwriting compensation, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit C and D, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 306,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders s if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business Maxim Group LLC , 2007 Page 38 of 45 for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit C and D, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 220,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 [_______] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they vote against a Business Combination and elect to redeem Public Shares in connection with the consummation of a Business Combinationconvert their shares, (ii) to the Public Shareholders if holders of the Company fails to consummate a Business Combination within IPO Shares upon the time period set forth in dissolution and liquidation of the Charter DocumentsTrust Account as part of the Company’s plan of dissolution and liquidation, or (iii) to the Company after or concurrently with the upon consummation of a Business Combination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 100,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively. Roth Xxxital Partners, LLC _________, 2021

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 ________ (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion taxes payable by the Company and up to $1,400,000 of the interest earned on the amounts held in the Trust Accountto fund working capital, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public of the conversion of their Ordinary Shares in connection with or the consummation dissolution and liquidation of a Business Combination, the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall be substantially in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 256,250,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 80,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 120,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the redemption of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective Target Business or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 50,500,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (ii) to redeem Public Shares in connection with purchase Common Stock prior to the consummation of a Business Combination, (ii) to Combination in accordance with the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, Trust Agreement or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit B and C, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 71,240,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a "Target Business Business") or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 35,280,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they elect to redeem Public Shares in connection with of the consummation conversion of a Business Combination, their shares or the dissolution and liquidation of the Trust Account as part of the Company's plan of dissolution and liquidation or (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business target business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”"claim") and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as E xhibits A and B , respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 151,500,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the forms attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 229,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing not commence its due diligence investigation of any prospective operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtaining obtain the services of any vendor to have unless and until such Target Business and/or or vendor acknowledge acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders public stockholders in the event they vote against a Business Combination and elect to redeem Public Shares in connection with the consummation of a Business Combinationconvert their shares, (ii) to the Public Shareholders if holders of the Company fails to consummate a Business Combination within IPO Shares upon the time period set forth in dissolution and liquidation of the Charter DocumentsTrust Account as part of the Company’s plan of dissolution and liquidation, or (iii) to the Company after or concurrently with the upon consummation of a Business Combination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claimclaim”) and waives any Claim claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 224,400,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders s if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts that, prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor vendor, it will use its best efforts to have such Target Business and/or or vendor acknowledge in writing writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) 225,000,000 for the benefit of the Public Shareholders Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders Stockholders in the event they elect to redeem Public Shares in connection with of the conversion of their shares upon consummation of a Business CombinationCombination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders if Stockholders in connection with the Company’s liquidation in the event the Company fails is unable to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iii) to the Company and others concurrently with, or after or concurrently with the consummation of it consummates a Business Combination Combination, and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively. EarlyBirdCapital, Inc.February 10, 2021Page 36 of 41

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 183,600,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only only: (i) to the Public Shareholders in the event they elect to redeem the Ordinary Shares contained in the Public Shares Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.